EXHIBIT 99.4
CSX TRANSPORTATION, INC. NORFOLK SOUTHERN RAILWAY COMPANY
CONSOLIDATED RAIL CORPORATION
EXCHANGE OFFER FOR ALL
OUTSTANDING 9 3/4% DEBENTURES DUE 2020 OF
CONSOLIDATED RAIL CORPORATION (CUSIP NO. 209864AT4) AND
OUTSTANDING 7 7/8% DEBENTURES DUE 2043 OF
CONSOLIDATED RAIL CORPORATION (CUSIP NO. 209864AU1)
AND SOLICITATION OF CONSENTS TO CERTAIN AMENDMENTS TO THE INDENTURE RELATED
THERETO
PURSUANT TO THE EXCHANGE OFFER AND CONSENT SOLICITATION
DESCRIBED IN THE PROSPECTUS AND CONSENT SOLICITATION STATEMENT
DATED , 2004
, 2004
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Consolidated Rail Corporation ("Conrail"), CSX
Transportation, Inc. ("CSXT"), NYC Newco, Inc. ("NYC Newco"), Norfolk Southern
Railway Company ("NSR") and PRR Newco, Inc. ("PRR Newco," and together with
Conrail, CSXT, NYC Newco and NSR, the "Companies") to act as the Dealer Manager
in connection with the offer to exchange all outstanding 9 3/4% Debentures of
Conrail due June 15, 2020 (the "9 3/4% Conrail Debentures") and all outstanding
7 7/8% Debentures of Conrail due May 15, 2043 (the "7 7/8% Conrail Debentures"
and, together with the 9 3/4% Conrail Debentures, the "Conrail Debentures") for
a combination of (i) (x) 9 3/4% Notes due June 15, 2020 issued by NYC Newco and
fully and unconditionally guaranteed by CSXT and 9 3/4% Notes due June 15, 2020
issued by PRR Newco and fully and unconditionally guaranteed by NSR and (y) a
cash payment of $7.00 per $1,000 principal amount of 9 3/4% Conrail Debentures
validly tendered, and (ii) (x) 7 7/8% Notes due May 15, 2043 issued by NYC Newco
and fully and unconditionally guaranteed by CSXT and 7 7/8% Notes due May 15,
2043 issued by PRR Newco and fully and unconditionally guaranteed by NSR and (y)
a cash payment of $7.50 per $1,000 principal amount of 7 7/8% Conrail Debentures
validly tendered, upon the terms and subject to the conditions set forth in the
Prospectus and Consent Solicitation Statement dated , 2004 (as the
same may be amended or supplemented from time to time, the "Prospectus and
Consent Solicitation Statement") and in the accompanying Letter of
Consent/Transmittal dated , 2004 (the "Letter of
Consent/Transmittal").
The Companies are also soliciting (the "Consent Solicitation" and, together
with the Exchange Offer, the "Exchange Offer and Consent Solicitation") consents
(the "Consents") to certain proposed amendments as described in the Prospectus
and Consent Solicitation Statement (the "Proposed Amendments") to the Indenture
(as supplemented and amended, the "Conrail Indenture") dated as of May 1, 1990,
by Conrail and J.P. Morgan Trust Company, as Trustee, pursuant to which the
Conrail Debentures were issued. By validly tendering their Conrail Debentures
pursuant to the Exchange Offer and Consent Solicitation, Holders will be
concurrently consenting to the Proposed Amendments with respect to the full
principal amount of the Conrail Debentures so tendered on or prior to the
Expiration Date. On or promptly following receipt of the requisite consents,
Conrail and J.P. Morgan Trust Company, as Trustee, will execute an amendment to
the Conrail Indenture (the "Supplemental Indenture") containing the Proposed
Amendments.
All capitalized terms used but not defined herein have the meanings
assigned to them in the Prospectus and Consent Solicitation Statement.
The Companies will not pay any fees or commissions to any broker, dealer,
commercial bank, trust company or other nominee (other than the Exchange Agent,
the Dealer Managers and the Information Agent) for soliciting tenders of the
Conrail Debentures pursuant to the Prospectus and Consent Solicitation Statement
and Consents to the Proposed Amendments pursuant to the Consent Solicitation.
You will be reimbursed, upon request, for customary mailing and handling
expenses incurred by you in forwarding the enclosed materials to your clients.
Conrail will pay all transfer taxes,
if any, applicable to the exchange of Conrail Debentures pursuant to the
Exchange Offer and Consent Solicitation, except as otherwise provided in the
Prospectus and Consent Solicitation Statement.
Enclosed herewith are copies of the following documents:
1. the Prospectus and Consent Solicitation Statement;
2. the Letter of Consent/Transmittal;
3. a Notice of Guaranteed Delivery to be used to tender Conrail Debentures
and deliver Consents in the event that the Conrail Debentures and all
other required documents cannot be delivered to the Exchange Agent by
the Expiration Date;
4. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
5. a form of letter that may be sent to your clients for whose account you
hold the Conrail Debentures in your name or in the name of your
nominee, with an Instruction Form and self-addressed, prepaid envelope
for obtaining such clients' instructions with regard to the Prospectus
and Consent Solicitation Statement.
Please note that the Exchange Offer and Consent Solicitation will expire at
5:00 p.m., New York City time, on , 2004 unless extended or
terminated. The Companies do not currently intend to extend the Expiration Date.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
SOON AS POSSIBLE.
All Conrail Debentures held by a single holder and not by a nominee,
trustee or other representative must all be tendered on a single Letter of
Consent/Transmittal.
DTC participants will be able to tender Conrail Debentures and deliver
Consents through the DTC Automated Tender Offer Program.
WE STRONGLY URGE EACH DTC PARTICIPANT WHO IS SUBMITTING TENDERS OF THE
CONRAIL DEBENTURES, ON BEHALF OF THEIR CLIENTS WHO ARE THE BENEFICIAL HOLDERS,
TO SUBMIT ONE TENDER FOR EACH BENEFICIAL HOLDER TO SIMPLIFY THE DISTRIBUTION OF
THE NEW CSXT NOTES AND NEW NSR NOTES. PLEASE NOTE THAT DISTRIBUTIONS OF THE NEW
CSXT NOTES AND NEW NSR NOTES WILL BE CALCULATED FOR EACH VOLUNTARY OFFERING
INSTRUCTION SUBMITTED.
Participants in DTC are responsible for allocating the New CSXT Notes and
the New NSR Notes, as well as fractional interests related thereto, to
beneficial owners and none of DTC, CSXT, NSR, the Exchange Agent, the
Information Agent or the Dealer Manager is responsible for such allocations.
Requests for additional copies of the Letter of Consent/Transmittal, the
Prospectus and Consent Solicitation Statement or the other documents listed
above and requests for assistance relating to the procedure for tendering
Conrail Debentures may be directed to the Information Agent at the address and
telephone number on the back cover page of the Prospectus and Consent
Solicitation Statement. Requests for assistance relating to the terms and
conditions of the Exchange Offer and Consent Solicitation may be directed to the
Dealer Manager at the address and telephone number on the back cover page of the
Prospectus and Consent Solicitation Statement.
Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE AN
OFFER TO YOU OR ANY OTHER PERSON BY THE AGENT OF ANY OF THE COMPANIES, THE
EXCHANGE AGENT, THE INFORMATION AGENT, THE TRUSTEE OR THE DEALER MANAGER OR ANY
AFFILIATE OF ANY OF THEM OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO
THE PROSPECTUS AND CONSENT SOLICITATION STATEMENT OR THE EXCHANGE OFFER AND
CONSENT SOLICITATION NOT CONTAINED IN THE PROSPECTUS AND CONSENT SOLICITATION
STATEMENT.
The Exchange Offer and Consent Solicitation are not being made to (nor will
tenders of Conrail Debentures or related documents or agreements be accepted
from or on behalf of) Holders in any jurisdiction in which the making or
acceptance of the Exchange Offer and Consent Solicitation would not be in
compliance with the laws of such jurisdiction.
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YOU SHOULD RELY ONLY ON INFORMATION CONTAINED IN THE PROSPECTUS AND CONSENT
SOLICITATION STATEMENT AND THE LETTER OF CONSENT/TRANSMITTAL. NO ONE IS
AUTHORIZED TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM THAT CONTAINED
IN THE PROSPECTUS AND CONSENT SOLICITATION STATEMENT AND THE CSXT AND NSR
APPENDICES ATTACHED THERETO AND THE LETTER OF CONSENT/TRANSMITTAL. THE CONTENTS
OF ANY WEBSITES REFERRED TO IN THE PROSPECTUS AND CONSENT SOLICITATION STATEMENT
ARE NOT INTENDED TO BE PART THEREOF.
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